EX-10.14



 Exhibit 10.14 

November 24, 2008 
 Amy Conuel 

[HOME ADDRESS] 
  

	Re:	Employment Terms 

 Dear Amy: 

Sinexus, Inc. (the “Company”) is pleased to offer you the position of Director, Regulatory Affairs on the following terms. 

In your position as Director, Regulatory Affairs, you will be responsible for development of regulatory strategies, providing regulatory
guidance to the Sinexus team, direct interaction with regulatory agencies, preparing regulatory submissions, and other activities. You will report to James Stambaugh, and you will be based at our offices located at 1049 Elwell Court,
Palo Alto, CA 94303. Of course, the Company may change your position, duties, and work location from time to time in its discretion. 
 Your base salary
will be paid at the rate of $14,583.00 per month, less payroll deductions and all required withholdings. You will be paid twice monthly and you will be eligible for the following Company benefits: medical/dental/vision insurance,
personal time off (4 weeks per year), and holidays. Details about these benefit plans are available for your review. On an annual basis during the term of your employment with the Company, the Company will consider granting you
an annual increase in your base pay. The Company may change compensation and benefits from time to time in its discretion. 
 Subject to and following
approval by the Company’s Board of Directors (the “Board”), the Company shall grant you an option to purchase 70,000 shares of the Company’s common stock at the fair market value as determined by the Board as of the date
of grant (the “Option”). The Option will be subject to the terms and conditions of the Company’s 2003 Equity Incentive Plan (the “Plan”) and your grant agreement. Your grant agreement will include a four year vesting
schedule, under which 25% of your Option will vest 12 months after the first day of your employment and 1/48th of the total will vest monthly over the next three years, until either the Option is
fully vested or your employment ends, whichever occurs first. During the term of your employment with the Company, the Company may consider awarding you additional stock options. This will be based upon Company performance as well as your individual
performance with the Company and is subject to and following approval by the Board. 
 As a condition of your employment, you will be required to abide by
the Company’s policies and procedures, including but not limited to the policies set forth in the Company’s Employee Handbook, as may be in effect from time to time. You also agree to read, sign and comply with the Company’s Employee
Confidential Information and Inventions Assignment Agreement (“Confidential Information Agreement”), attached hereto as Exhibit A.  

In your work for the Company, you will be expected not to make unauthorized use or disclosure of any confidential information or materials, including trade
secrets, of any former employer or other third party to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information 








 Amy C. Wolbeck 

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 generally known and used by persons with training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. 
 Your employment
relationship is at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without
cause or advance notice. 
 This letter, together with your Confidential Information Agreement, forms the complete and exclusive statement of your agreement
with the Company concerning the subject matter hereof. The terms in this letter supersede any other representations or agreements made to you by any party, whether oral or written. The terms of this agreement cannot be changed (except with respect
to those changes expressly reserved to the Company’s discretion in this letter) without a written agreement signed by you and a duly authorized officer of the Company. This agreement is to be governed by the laws of the state of California
without reference to conflicts of law principles. In case any provision contained in this agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of
this agreement, and such provision will be construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this agreement,
no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this agreement, any ambiguity shall not be construed against either party as the drafter. This agreement may be executed in more than one
counterpart, and signatures transmitted via facsimile shall be deemed equivalent to originals. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States. 

It is understood that employee has other business/consulting activities. Employee is free to provide services to others as long as the provisions of such
services does not cause employee to breach any of the terms of this agreement including the provisions regarding Confidential Information, does not impact employee’s ability to perform role as Director of Regulatory Affairs of Sinexus, and does
not involve consultation with competing companies. 
 Company agrees to reimburse employee for local (e.g. within the Palo Alto or adjacent areas) living
expenses for six-months. 
 If you wish to accept employment at the Company under the terms described above, please sign and date this letter and the
Confidential Information Agreement, and return them to me by November 24, 2008. If you accept our offer, we would like you to start work on January 5, 2009 or on another start date mutually agreeable to you and the
Company. 
 We look forward to your favorable reply and to a productive and enjoyable work relationship. 

 

	
	Sincerely,
	
	SINEXUS, INC.
	
	 /s/ James Stambaugh

	James Stambaugh
	Vice President of Regulatory, Clinical and Quality









 Amy C. Wolbeck 

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 3
 
  

 Exhibit A – Confidential Information Agreement 

Understood and Accepted: 
  

							
	 /s/ Amy Conuel
	 		 	 11/24/08
	 	
	Amy Conuel	 		 	Date	 	









					
	



	 	 	 	 1555 Adams Drive
 Menlo Park, CA
94025
 T.650.641.2100

F.650.641.2120


 November 18, 2013

 VIA HAND DELIVERY 
 Amy C. Wolbeck 

Intersect ENT, Inc. 
 1555 Adams Drive 

Menlo Park, CA 94025 
  

	Re:	New Employment Terms 

 Dear Amy: 

As we have discussed, this letter agreement confirms an amendment (the “Amendment”) to the terms of your employment offer letter with
Intersect ENT, Inc. (the “Company”) dated November 24, 2008 (the “Offer Letter”). The new employment terms contained in this Amendment are effective as of the date that this Amendment is executed.

 Your Offer Letter is hereby amended to reflect the following: 
  

	1.	Severance Upon Termination in Connection with Change in Control: 

 Subject to your
obligations below, you will be entitled to the following: 
 (a) Upon the occurrence of a Change of Control Transaction (as defined
below), the vesting of all outstanding stock options held by you shall be accelerated such that 50% unvested shares subject to your outstanding options shall be fully vested. 

(b) You shall receive the Severance Benefits (as defined below) if in connection with or within twelve
(12) months after a Change of Control Transaction, your employment is either (i) terminated by the Company or a successor entity without Cause (defined below), or (ii) terminated by you due to your resignation for Good Reason (defined
below), but only if the event constituting Good Reason upon which your resignation is based occurs in connection with or subsequent to and as a result of such Change of Control Transaction and further provided that
such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”).

 (c) Definitions: 

(i) A “Change of Control Transaction” shall have occurred if the Company consummates a change of control merger or
acquisition transaction (not including any initial public offering of the Company’s securities) as described in Article 4, Section B(2)(c) subsections (ii) and (iii) of the Company’s Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of State on February 15, 2013. 








 Amy C. Wolbeck 

Page 2 
  

 (ii) “Severance Benefits” shall mean
(i) payment of six (6) months of your base salary, less all applicable withholdings and deductions, paid over such 6-month period immediately following the Separation from Service, on the schedule described below (the “Salary
Continuation”) (ii) a lump sum payment equal to your annual target bonus prorated for the number of days of the then current bonus period worked prior to your Separation from Service and (iii) vesting of all
outstanding stock options held by you such that all unvested shares subject to your outstanding options shall be fully vested. 
 Such
Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement during the period of time in which you are receiving the Severance Benefits; and
(b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your Separation from Service. The Salary Continuation will be paid in equal
installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made
prior to the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the Company will pay you in a lump sum the Salary Continuation and the pro-rated target bonus payment that you would have received
on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(“Code Section 409A”) and the effectiveness of the release, with the balance of the Salary Continuation being paid as originally scheduled. 

For the purposes of the Offer Letter, “Cause” shall mean any of the following conduct by you:
(i) embezzlement, misappropriation of corporate funds, or other material acts of dishonesty; (ii) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to
any felony or misdemeanor; (iii) engagement in any activity that you know or should know could materially harm the business or reputation of the Company; (iv) material failure to adhere to the Company’s corporate codes, policies or
procedures as in effect from time to time; (v) material violation of any statutory, contractual, or common law duty or obligation to the Company, including, without limitation, the duty of loyalty; (vi) material breach of the
Confidentiality Agreement; (vii) repeated failure, in the reasonable judgment of the Board, to substantially perform your assigned duties or responsibilities after written notice from the Board describing the failure(s) in reasonable detail and
your failure to cure such failure(s) within thirty (30) days of receiving such written notice; or material breach of the Proprietary Information and Inventions Agreement executed by you. 








 Amy C. Wolbeck 

Page 3 
  

 For the purposes of the Offer Letter, “Good Reason” shall mean any of
the following which occurs without your written consent: (i) a relocation of the office where you are required to work to a location more than thirty-five (35) miles from the office where you previously were required to work; (ii) a
material decrease in your base salary (except for salary decreases generally applicable to the Company’s other executive employees); or (iii) a material reduction in the scope of your duties or responsibilities, provided,
however, that to resign for Good Reason, you must (1) provide written notice to the Company’s chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your
resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, your resignation from all positions you then hold with the
Company is effective not later than 90 days after the expiration of the cure period. 
  

	2.	Code Section 409A. 

 It is intended that all of the benefits and payments under this
letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4),
1.409A-1(b)(5) and 1.409A-1(b)(9), and this letter will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this letter
(and any definitions hereunder) will be construed in a manner that complies with Code Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation,
for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this letter (whether severance payments, reimbursements or otherwise) will be treated
as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed
by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon your Termination of Services set forth herein and/or under any
other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related
adverse taxation under Code Section 409A, the timing of the payments upon your Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of your
Termination of Services, and (ii) the date of the your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the
payments upon your Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance
of the payments in accordance with the applicable payment schedules set forth above. 
 Except as modified herein, all other terms of the Offer Letter shall
remain in full force and effect. 








 Amy C. Wolbeck 

Page 4 
  

 This Amendment, together with the Offer Letter and your Proprietary Information and Inventions Agreement,
constitutes the entire agreement between you and the Company regarding the terms of your employment. It supersedes any prior statements, representations or promises made to you concerning the subjects contained in this Amendment and the Offer
Letter, and only can be modified in a writing signed by you and a duly authorized director or officer of the Company. 
 Please sign below if these terms
are acceptable to you, and return the fully signed Amendment to me within five (5) business days. 
 Understood and Agreed: 

 

							
	 /s/ Amy C. Wolbeck
	 		 	 /s/ Lisa E. Earnhardt
	 	
	Amy C. Wolbeck	 		 	Lisa D. Earnhardt	 	
	Vice President, Regulatory Affairs and Quality	 		 	President and Chief Executive Officer	 	
	Intersect ENT, Inc.	 		 	Intersect ENT, Inc.	 	
				
	 11/26/13
	 		 	 11/20/13
	 	
	Date	 		 	Date